UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~———————~~

FORM ~~10-QSB~~

~~———————~~

~~(Mark one)~~

þ ~~Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934~~10-Q

(Mark one)
þ	Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 30, ~~2009~~

2010

¨ ~~Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934~~

Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 333-23460

~~———————~~

~~MERA PHARMACEUTICALS, INC.~~

~~(Exact name of Registrant as specified in its charter)~~

~~———————~~

~~Delaware~~

~~(State or other jurisdiction of incorporation or organization)~~

~~04-3683628~~

~~(IRS Employer Identification Number)~~

MERA PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		04-3683628
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

73-4460 Queen Ka'ahumanu Highway, Suite 110

Kailua-Kona, Hawaii 96740

(808) 326-9301

(Address and telephone number of principal executive offices)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NOo

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES þ NO o

547,769,915 shares of $0.0001 par value common stock outstanding as of April 30, 2010 80 shares of $0.0001 par value Series A preferred stock outstanding as of April 30, 2010 974 shares of $0.0001 par value Series B preferred stock outstanding as of April 30, 2010

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO ¨

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES þ NO ¨

~~547,769,915 shares of $0.0001 par value common stock outstanding as of April 30, 2009~~

~~80 shares of $0.0001 par value Series A preferred stock outstanding as of April 30, 2009~~

~~974 shares of $0.0001 par value Series B preferred stock outstanding as of April 30, 2009~~

Mera Pharmaceuticals, Inc.

Form ~~10-QSB~~

10-Q

For the Quarter Ended April 30, ~~2009~~

2010

Contents

~~Contents~~

			Page
~~Page~~ Part I - Financial Information

	Item 1.1: Financial Statements 1

		Condensed Balance Sheet	1

		Condensed Statements of Operations	2

		Condensed Statements of Cash Flows	3

		Notes to Condensed Financial Statements	4

	Item 2. 2: Management's Plan of Operation		8

		Management's Discussion and Analysis of Financial Condition and Results of Operations 9	8

	Item 3. Controls and Procedures		10

Part II - Other Information

	Item 1. 1: Legal Proceedings		11

	Item 2. 2: Changes inIn Securities		11

	Item 3. Defaults Upon Senior Securities		11

	Item 4. ~~Submission of Matters to a Vote of Security Holders~~ 4: (Removed and Reserved)		11

	Item 5. 5: Other Information		11

	Item 6. 6: Exhibits ~~and Reports on Form 8-K~~ 11 ~~Signatures~~		12

	Signature		13

	Certifications

~~PART~~

Part I - ~~FINANCIAL INFORMATION~~

Financial Information

~~ITEM 1.~~

~~FINANCIAL STATEMENTS~~

Item 1: Financial Statements

Mera Pharmaceuticals, Inc.

Condensed Balance Sheet

~~(Unaudited)~~

April 30,
2009

October 31,
2008

(Unaudited)

(Audited)

ASSETS

Current assets:

Cash and cash equivalents

$
82,300

$
19,288

Marketable equitable securities

14,408

34,400

Accounts receivable

3,515

11,007

Tax credit receivable

45,427

––

Prepaid expenses and other current assets

7,621

48,580

Total current assets

153,271

113,275

Plant and equipment, net

267,618

281,439

Total Assets

$
420,889

$
394,714

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$
316,401

$
283,590

Notes payable - related parties

51,936

51,936

Other current liabilities

––

5,412

Total Current Liabilities

368,337

340,938

Contingencies

Stockholders' equity:

Convertible preferred stock, $.0001 par value, 10,000
shares authorized, 80 Series A shares issued and
outstanding and 974 Series B shares issued and outstanding

2

2

Common stock, $.0001 par value: 750,000,000
shares authorized, 547,769,915 shares issued and outstanding

54,777

54,777

Additional paid-in capital

7,920,003

7,920,003

Treasury stock at cost

(2,025
)

(2,025
)
Accumulated deficit

(7,920,205
)

(7,918,981
)
Total stockholders' equity

52,552

53,776

Total Liabilities and Stockholders' Equity

$
420,889

$
394,714


	April 30, 2010			October 31, 2009
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,200		$	3,135
Accounts receivable		13,615			6,656
Tax credit receivable		41,790			31,229
Prepaid expenses and other current assets		7,983			15,994
Total current assets		66,588			57,014

Plant and equipment, net		339,334			200,482

Total Assets	$	405,922		$	257,496

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	302,847		$	181,040
Accrued expenses		161,458			133,172
Notes payable - related parties		51,936			51,936
Deferred revenue		123,950			30,450
Total Current Liabilities		640,191			396,598

Contingencies

Stockholders' equity:
Convertible preferred stock, $.0001 par value, 10,000
shares authorized, 80 Series A shares issued and
outstanding and 974 Series B shares issued and
outstanding		2			2
Common stock, $.0001 par value: 750,000,000
shares authorized, 547,769,915 shares issued
and outstanding		54,777			54,777
Additional paid-in capital		7,920,003			7,920,003
Treasury stock at cost		(2,025	)		(2,025	)
Accumulated deficit		(8,207,026	)		(8,111,859	)
Total stockholders' deficit		(234,269	)		(139,102	)

Total Liabilities and Stockholders' Equity	$	405,922		$	257,496

See the accompanying notes to the financial statements

Mera Pharmaceuticals, Inc.

Condensed Statements of Operations

(Unaudited)

Three Months

Three Months

Six Months

Six Months



Ended

Ended

Ended

Ended



April 30, 2009

April 30, 2008

April 30, 2009

April 30, 2008



NET SALES

206,762

152,057

394,699

282,228

Cost of Goods Sold

1,937

6,732

2,389

12,796

GROSS PROFIT

204,825

145,325

392,310

269,432

Costs and Expenses

Research and development costs

72,788

68,249

169,459

119,316

Selling, general and administrative

93,394

79,145

194,417

207,045

Depreciation and Amortization

21,607

72,157

43,215

144,314

Total costs and expenses

187,789

219,551

407,091

470,675

Operating profit (loss)

17,036

(74,226
)

(14,781
)

(201,243
)

Other income (expense):

��

Interest income

258

26

1,629

153

Other income

––

––

––

8,783

Gains on sale of marketable equitable securities

746

––

746

––

Interest expense

(1,252
)

(2,442
)

(2,533
)

(4,883
)

Total other income (expense)

(248
)

(2,416
)

(158
)

4,053

Net income (loss) before income tax provision

16,788

(76,642
)

(14,939
)

(197,190
)

Tax expense

––

––

––

––

Refundable tax credit

6,133

4,028

13,714

9,143

Net income (loss)

$
22,921

$
(72,614
)

$
(1,225
)

$
(188,047
)

Income (loss) per share - basic and diluted

$
0.00

$
(0.00
)

$
(0.00
)

$
(0.00
)
Weighted average shares outstanding -

547,769,915

510,369,915

547,769,915

510,369,915

basic and diluted

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	April 30, 2010			April 30, 2009			April 30, 2010			April 30, 2009


NET SALES	$	61,413		$	206,762		$	157,628		$	394,699
Cost of Goods Sold		9,095			1,937			10,401			2,389

GROSS PROFIT		52,318			204,825			147,227			392,310

Costs and Expenses
Research and development costs		70,474			72,788			133,406			169,459
Selling, general and administrative		56,491			93,394			107,238			194,417
Depreciation and Amortization		6,824			21,607			11,149			43,215

Total costs and expenses		133,789			187,789			251,793			407,091

Operating profit (loss)		(81,471	)		17,036			(104,566	)		(14,781	)

Other income (expense):
Interest income		-			258			-			1,629
Other income		-			-			1,333			-
Gains on sale of marketable equitable securities		-			746			-			746
Interest expense		(1,248	)		(1,252	)		(2,496	)		(2,533	)

Total other income (expense)		(1,248	)		(248	)		(1,163	)		(158	)

Net income (loss) before income tax provision		(82,719	)		16,788			(105,729	)		(14,939	)

Tax expense		-			-			-			-
Refundable tax credit		4,941			6,133			10,561			13,714

Net income (loss)	$	(77,778	)	$	22,921		$	(95,168	)	$	(1,225	)

Income (loss) per share - basic and diluted		(0.0001	)		0.0000			(0.0002	)		(0.0000	)
Weighted average shares outstanding - basic and diluted		547,769,915			547,769,915			547,769,915			547,769,915

See the accompanying notes to the financial statements

Mera Pharmaceuticals, Inc.

Condensed Statements of Cash Flows

(Unaudited)

Six Months

Six Months



Ended

Ended



April 30, 2009

April 30, 2008

Cash Flows from Operating Activities:

Net loss

$
(1,225
)

$
(188,047
)
Adjustments to reconcile net loss to net cash

used in operating activities:

Accumulated depreciation and amortization

43,216

144,314

Changes in assets and liabilities

Accounts receivable

7,492

4,767

Tax credit receivable

(13,714
)

(9,143
)
Prepaid expenses and other current assets

9,246

(16,873
)
Accounts payable and accrued liabilities

27,399

28,467

Net cash provided (used) by operating activities

72,414

(36,515
)


Cash Flows from Investing Activities:

Purchases of marketable equitable securities

(14,408
)

––

Proceeds from sales of  marketable equitable securities

34,400

––

Purchases of fixed assets

(29,394
)

Net cash used by investing activities

(9,402
)

––



Cash Flows from Financing Activities:

Proceeds from related party notes payable

––

110,700

Payment of related party notes payable

––

(74,100
)
Net cash provided by financing activities

––

36,600



Net increase in cash and cash equivalents

63,012

85

Cash and cash equivalents, beginning of the period

19,288

12,704

Cash and cash equivalents, end of the period

$
82,300

$
12,789

	Six Months			Six Months
	Ended			Ended
	April 30, 2009			April 30, 2009
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net loss	$	(95,168	)	$	(1,225	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Accumulated depreciation and amortization		11,149			43,216
Changes in assets and liabilities
Accounts receivable		(6,959	)		7,492
Tax credit receivable		(10,561	)		(13,714	)
Prepaid expenses and other current assets		8,011			9,246
Accounts payable and accrued liabilities		150,093			27,399
Deferred revenue		93,500			-
Net cash provided (used) by operating activities		150,065			72,414

Cash Flows from Investing Activities:
Purchases of marketable equitable securities		-			(14,408	)
Proceeds from sales of marketable equitable securities		-			34,400
Prepaid construction costs		-
Purchases of fixed assets		(150,000	)		(29,394	)
Net cash used by investing activities		(150,000	)		(9,402	)

Cash Flows from Financing Activities:
Proceeds from related party notes payable		-			-
Payment of related party notes payable		-			-
Net cash provided by financing activities		-			-

Net increase in cash and cash equivalents		65			63,012
Cash and cash equivalents, beginning of the period		3,135			19,288
Cash and cash equivalents, end of the period	$	3,200		$	82,300

See the accompanying notes to the financial statements

MERA PHARMACEUTICALS

~~NOTES TO~~

CONDENSED FINANCIAL STATEMENTS

1.	Basis of Presentation of Financial Statements

~~Basis of Presentation of Financial Statements~~

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the ~~three-month period~~three month periods ended April 30, ~~2009~~2010 are not necessarily indicative of the results that may be expected for the year ending October 31, ~~2009.~~2010. For further information, refer to the financial statements and footnotes ~~thereto~~th ereto for the year ended October 31, ~~2008,~~2009, included in Form~~&n bsp;10-KSB~~ 10-K filed with the Securities and Exchange Commission

The preparation of the Company’s ~~Consolidated Financial~~financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the ~~Consolidated~~ Financial Statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management’s estimates and assumptions relate to depreciation and amortization calculations; inventory valuations; asset impairments (including impairments of goodwill, long-lived assets, and investments); valuation allowances for deferred tax assets; reserves for contingencies and litigation; and the fair value and accounting treatment of financial instruments. The Company ~~bases~~bas es its estimates on the Company's historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

2.	Going Concern.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of $77,778 for the First quarter ending April 30, 2010 and a net accumulated loss of $8,207,026 from October 31, 2002 through April 30, 2010. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development and sales from Kona Sea Salt. Management has plans to seek additional capital through private placement and public offerings of its common stock. These factors raise substantial doubt that the Company will be able to continue as a going concern.

Management’s plan for the continuation of the Company as a going concern includes financing the Company’s operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.

MERA PHARMACEUTICALS

CONDENSED FINANCIAL STATEMENTS

Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations.

3.	Related Party Transactions.

On November 2, 2009 the Company entered into an agreement with an entity created and controlled by certain members of its Board of Directors. The agreement involves the purchase by such entity of Bulk Kona Deep Sea Salt from unsold inventory at a price on $7.25 per kilogram. The Company estimates its direct cost for the material is approximately $5.00 per kilogram. The purpose of this transaction is, in the absence of any other funding sources to provide the cash flow needed to maintain and grow operations so that the Company is able to produce enough Kona Deep Sea Salt to market and sell outside of Hawaii. This program will end once the Company is able to attain positive cash flow sufficient to sustain such operations. Under this agreement, the Company shall have the right of firs t refusal to repurchase some or the entire product purchased by the related entity at a price of $8.50 per kilogram if certain conditions are met. During the three months ended April 30, 2010 the Company received $58,700 from the related entity under this agreement. Of this amount $58,700 was recorded as deferred revenue resulting for product that had not yet been shipped.

4. Summary of Significant Accounting Policies

Revenue Recognition. The Company has adopted Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. Product revenue is recognized upon shipment to customers. Contract services revenue is recognized as services are performed on a cost reimbursement basis. Royalties are recognized upon receipt.

5. Recent Accounting Pronouncements

~~Employers’ Disclosures about Postretirement Benefit Plan Assets~~

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

MERA PHARMACEUTICALS

CONDENSED FINANCIAL STATEMENTS

Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles

In ~~December 2008,~~June 2009, the Financial Accounting Standards Board ~~(“FASB”)~~“FASB” issued ~~FASB Staff Position on~~Statement of Financial Accounting Standard (“~~FSP FAS”~~SFAS”) No. ~~132(R)-1, “Employers’~~168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 168”). SFAS No. 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. SFAS No. 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securitie s and Exchange Commission guidance organized using the same topical structure in separate sections. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. This statement will have an impact on the Company’s financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS No. 168.

Subsequent Events

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”.(“SFAS No. 165”) This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009. The adoption of SFAS No. 165 did not have a material impact on the Company’s financial statements.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly". This FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS No. 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. The implementation of FSP FAS No. 157-4 did not have a material on the Company’s financial position and results of operations.

Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments ". The objective of an other-than-temporary impairment analysis under existing U.S. generally accepted accounting principles (GAAP) is to determine whether the holder of an investment in a debt or equity security for which changes in fair value are not regularly recognized in earnings (such as securities classified as held-to-maturity or available-for-sale) should recognize a loss in earnings when the investment is impaired. An investment is impaired if the fair value of the investment is less than its amortized cost basis. FSP FAS No. 115-2 and FAS No. 124-2 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after Mar ch 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted. The implementation of FSP FAS No. 115-2 and FAS No. 124-2 did not have a material impact on the Company’s financial position and results of operations.

MERA PHARMACEUTICALS

CONDENSED FINANCIAL STATEMENTS

Interim Disclosures about ~~Postretirement Benefit Plan Assets.”~~Fair Value of Financial Instruments

In April 2009, the FASB issued FSP FAS No. 107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments". This FSP amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP FAS No. 107-1 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The implementation of FSP FAS No. 107-1 did not have a material impact on the Company’s financial position and results of operations

Amendments to the Impairment Guidance of EITF Issue No. 99-20

In January 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20". This FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other than- temporary impairment assessment and the related disclosure requirements in FASB Statement No. ~~132(R) (“SFAS~~115, Accounting for Certain Investments in Debt and Equity Securities, and other related guidance. This I ssue is effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. Retrospective application to a prior interim or annual reporting period is not permitted. The adoption of FSP EITF 99-20-1 did not have a material effect on the Company’s financial statements

Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing

In June 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. ~~132(R)”), “Employers’ Disclosures about Pensions and~~09-1, “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Postretirement Benefits,” to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. FSP FAS No. 132(R)-1 also includes a technical amendment to SFAS No. 132(R) that requires a nonpublic entity to disclose net periodic benefit cost for each annual period for which a statement of incomeFinancing”. This Issue is ~~presented. The required disclosures about plan assets are~~ effective for fiscal years ~~ending~~beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. Share lending arrangements that have been terminated as a result of counterparty default prior to the effective date of this Issue but for which the entity has not reached a final settlement as of the effective date are within the scope of this Issue. This Issue requires retrospective application for all arrangements outstanding as of the beginning of fiscal years be ginning on or after December 15, 2009. ~~The technical amendment was~~This Issue is effective ~~upon issuance o f FSP FAS No. 132(R)-1.~~for arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. Early adoption is not permitted. The Company is currently assessing the impact of FSP ~~FAS No. 132(R)-1~~EITF 09-1 on its financial position and results of operations.

~~Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises~~

In December 2008, the FASB issued FSP FIN No. 48-3, “Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises.” FSP FIN No. 48-3 defers the effective date of FIN No. 48, “Accounting for Uncertainty in Income Taxes,” for certain nonpublic enterprises as defined in SFAS No. 109, “Accounting for Income Taxes.” However, nonpublic consolidated entities of public enterprises that apply U.S. generally accepted accounting principles (GAAP) are not eligible for the deferral.FSP FIN No. 48-3 was effective upon issuance. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~MERA PHARMACEUTICALS~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities~~

In December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R) -8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This FSP amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” to require public entities to provide additional disclosures about transfers of financials assets. FSP FAS No. 140-4 also amends FIN No. 46(R)-8, “Consolidation of Variable Interest Entities,” to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about their involvement with a variable interest entity. FSP FAS No. 140-4 also requires certain additional disclosures, in regards to variable interest entities, to provide greater transparency to financial statement users. FSP FAS No. 140-4 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with early application encouraged. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entity’s Consolidated Subsidiary~~

In November 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No. 08-8, “Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entity’s Consolidated Subsidiary.” EITF No. 08-8 clarifies whether a financial instrument for which the payoff to the counterparty is based, in whole or in part, on the stock of an entity’s consolidated subsidiary is indexed to the reporting entity’s own stock. EITF No. 08-8 also clarifies whether or not stock should be precluded from qualifying for the scope exception of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” or from being within the scope of EITF No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” EITF No. 08-8 is effective for fiscal years be ginning on or after December 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Accounting for Defensive Intangible Assets~~

In November 2008, the FASB issued EITF Issue No. 08-7, “Accounting for Defensive Intangible Assets.” EITF No. 08-7 clarifies how to account for defensive intangible assets subsequent to initial measurement. EITF No. 08-7 applies to all defensive intangible assets except for intangible assets that are used in research and development activities. EITF No. 08-7 is effective for intangible assets acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Equity Method Investment Accounting Considerations~~

In November 2008, the FASB issued EITF Issue No. 08-6 (“EITF No. 08-6”), “Equity Method Investment Accounting Considerations.” EITF No. 08-6 clarifies accounting for certain transactions and impairment considerations involving the equity method. Transactions and impairment dealt with are initial measurement, decrease in investment value, and change in level of ownership or degree of influence. EITF No. 08-6 is effective on a prospective basis for fiscal years beginning on or after December 15, 2008. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active~~

In October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active.” This FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that financial asset is not active. FSP FAS No. 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~MERA PHARMACEUTICALS~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement~~

In September 2008, the FASB issued EITF Issue No. 08-5 (“EITF No. 08-5”), “Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement.” This FSP determines an issuer’s unit of accounting for a liability issued with an inseparable third-party credit enhancement when it is measured or disclosed at fair value on a recurring basis. FSP EITF No. 08-5 is effective on a prospective basis in the first reporting period beginning on or after December 15, 2008. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161~~

In September 2008, the FASB issued FSP FAS No. 133-1, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161.” This FSP amends FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. The FSP also amends FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” to require and additional disclosure about the current status of the payment/performance risk of a guarantee. Finally, this FSP clarifies the Board’s intent about the effective date of FASB Statement No. 161, “Disclosures a bout Derivative Instruments and Hedging Activities.” FSP FAS No. 133-1 is effective for fiscal years ending after November 15, 2008. The impact of adoption was not material to the Company’s financial condition or results of operations.

Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and Enhanced Disclosures for all Endowment Funds

In August 2008, the FASB issued FSP FAS No. 117-1, “Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act (“UPMIFA”), and Enhanced Disclosures for all Endowment Funds.” The intent of this FSP is to provide guidance on the net asset classification of donor-restricted endowment funds. The FSP also improves disclosures about an organization’s endowment funds, both donor-restricted and board-designated, whether or not the organization is subject to the UPMIFA. FSP FAS No. 117-1 is effective for fiscal years ending after December 31, 2008. Earlier application is permitted provided that annual financial statements for that fiscal year have not been previously issued. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities~~

In June 2008, the FASB issued EITF Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” EITF No. 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The EITF 03-6-1 affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 03-6-1 on its financial position and results of operations.

~~Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own Stock~~

In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock.” EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its financial position and results of operations.

~~MERA PHARMACEUTICALS~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60~~

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60”. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS No. 163 also clarifies how SFAS No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities to increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise& #146;s risk-management activities of the insurance enterprise be effective for the first period (including interim periods) beginning after issuance of SFAS No. 163. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)~~

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective application to the terms of instrum ents as they existed for all periods presented. The FSP is effective for fiscal years beginning after December 15, 2008 and early adoption is not permitted. The Company is currently evaluating the potential impact of FSP APB 14-1 upon its financial statements.

~~The Hierarchy of Generally Accepted Accounting Principles~~

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on the Company's financial position and results of operations.

~~Determination of the Useful Life of Intangible Assets~~

In April 2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Disclosure about Derivative Instruments and Hedging Activities~~

~~In March 2008, the FASB issued SFAS No. 161,~~“~~Disclosure about Derivative Instruments and Hedging Activities~~, an amendment of SFAS No. 133.” This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS No. 161 on January 1, 2009. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~MERA PHARMACEUTICALS~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~Delay in Effective Date~~

In February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Business Combinations~~

In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations.” This Statement replaces the original SFAS No. 141. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer:

~~Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.~~

~~Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.~~

~~Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.~~

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The impact of adoption was not material to the Company’s financial condition or results of operations.

~~Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51~~

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.” This Statement amends the original Accounting Review Board (ARB) No. 51 “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS No. 160 will have on its results of operations and financial conditio n.

~~Fair Value Option for Financial Assets and Financial Liabilities~~

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of SFAS No. 115,” which becomes effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The election of this fair-value option did not have a material effect on its financial condition, results of operations, cash flows or disclosures.

~~Material Agreements~~

The Company receives licensing income under a license agreement with HR BioPetroleum, Inc (HRBP) that was signed in fiscal 2007. The agreement calls for the Company to receive $22,000 per month and grants HRBP access and use of the Companies facilities to perform a research project relating to large-scale cultivation and production of certain microalgae species, and grants HRBP license rights to a patent and other intellectual property owned by the Company. On January 9, 2009, the Company was informed that HRBP would not be renewing such license agreement. Unless a new agreement can be negotiated revenues received under this agreement will cease effective July 8, 2009.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Report contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements that include the words "believes," "expects," "estimates," "anticipates" or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Risk factors include, but are not limited to, our ability to raise or generate additional capital; our ability to cost-effectively manufacture our products on a commercial scale; the concentration of our current customer base; competition; our ability to comply with applicable regulatory ~~require ments;~~requirements; potential need for expansion of our production facility; the potential loss of a strategic relationship; inability to attract and retain key personnel; management's ability to effectively manage our growth; difficulties and resource constraints in developing new products; protection and enforcement of our intellectual property; compliance with environmental laws; climate uncertainty; currency fluctuations; exposure to product liability lawsuits; and control of our management and affairs by principal stockholders.

The reader should carefully consider, together with the other matters referred to herein, the information contained under the caption "Risk Factors" in our Annual Report on Form ~~10-KSB~~10-K for a more detailed description of these significant risks and uncertainties. We caution the reader, however, that these factors may not be exhaustive.

Since inception, our primary operating activities have consisted of basic research and development and production process development, recruiting personnel, purchasing operating assets, raising capital and sales of product. From September 16, 2002, the effective date of our plan of reorganization, through April 30, ~~2009~~2010 we had an accumulated deficit of ~~$7,920,205.~~$8,207,026. Our losses to date have resulted primarily from costs incurred in research and development, production costs and from general and administrative expenses associated with operations. We expect to continue to incur smaller operating losses through the current fiscal year. We also expect to have quarter-to-quarter and year-to-year fluctuations in revenues, expenses and losses, some of which could be significant.

We have a limited operating history. An assessment of our prospects should include the technology risks, market risks, expenses and other difficulties frequently encountered by early-stage operating companies, and particularly companies attempting to enter competitive industries with significant technology risks and barriers to entry. We have attempted to address these risks by, among other things, hiring and retaining highly qualified persons, diversifying our customer base and expanding revenue sources, e.g., by performing other contract services and increasing efforts to sell raw materials to other product formulators. However, our best efforts cannot guarantee that we will overcome these risks in a timely manner, if at all.

Results of Operations

Revenues.Revenue ~~rose 36%~~declined 70.3% for the quarter ending April 30, ~~2009~~2010 to ~~$206,762~~$61,413 vs. ~~$152,057~~$206,762 in the year ago quarter ending April 30, ~~2008.~~

2009. The revenue decline was partially attributable to the ending of the HRBioPetroleum agreement which ended on June 8, 2009. Product sales of AstaFactor and Kona Sea Salt decreased to $61,413 versus $96,215 in the comparable periods, an decrease of 36.2%

Cost of Sales.Cost of goods sold was ~~$1,937~~$9,095 for the quarter ending April 30, 2010 versus $1,306 in the quarter ending April 30, 2009 which was a 696% increase as we added materials and inventory to meet expected future sales of our AstaFactor and Kona Sea Salt products.

Research and Development Costs. Research and development costs decreased to $70,474 for the quarter ending April 30, 2010 versus $72,788 for the quarter ending April 30, 2009, ~~versus $6,732 in the quarter ending April 30, 2008 which was a 71%~~an decrease ~~as inventories continue to be brought into alignment to better reflect sales rates. There was a shifting of costs from production of existing products to research and development programs.~~

~~Research and Development Costs~~.~~Research and development costs increased to $72,788 for the quarter ending April 30, 31, 2009 versus $68,249 for the quarter ending April 30, 2008, an increase~~ of approximately ~~6.7%~~3.2%. The ~~increase~~decrease was due to the winding down of costs associated with the conclusion of the Company’s technical service agreement and shift of personnel to work on research for the ~~service agreement project with HRBioPetroleum.~~

introduction of future new products.

Selling, General and Administrative Expenses. These expenses ~~increased~~decreased to ~~$93,394~~$56,491 for the quarter ending April 30, ~~2009~~2010 as compared with ~~$79,145~~$93,394 in the quarter ending April 30, ~~2008,~~2009, a ~~increase~~decrease of ~~18%~~39.5% as the Company, ~~has, due to increased sales~~concluded the technical service agreement and ~~revenue, hired additional sales and support staff to enable~~ the ~~Company to grow its sales and marketing division.~~employees associated with that project. The Company will also continue to contain expenses though the use of part time workers who are available on a call basis when needed.

Interest Expense. For the quarter ended April 30, ~~2009~~2010 versus ~~2008,~~2009, interest expense was ~~$1,252~~$1,248 and ~~$2,442,~~$1,248, respectively. ~~This decrease was due to a lower level of borrowing by the Company during the second quarter of 2009 compared to the second quarter of 2008.~~

ITEM 3.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of our disclosure controls and procedures, as such terms are defined in Rule 13a-14(c) promulgated under the Exchange Act, within the 90 day period prior to the filing date of this quarterly report. Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of that date.

(b) There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 2.

CHANGES IN SECURITIES

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~

~~None.~~

(REMOVED AND RESERVED)

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS ~~AND REPORTS ON FORM 8-K~~

~~None.~~

~~EXHIBITS~~

~~31.1~~

~~Certification of Chief Executive Officer pursuant to Rule 13a – 14 (a) of the Securities Exchange Act of 1934 (filed herewith electronically).~~

~~31.2~~

~~Certification of Principal Financial and Accounting Officer pursuant to Rule 13a – 14 (a) of the Securities Exchange Act of 1934 (filed herewith electronically).~~

~~32.1~~

~~Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically).~~

~~32.2~~

Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 (filed herewith electronically)

~~REPORTS ON FORM 8-K~~

~~None.~~

31.1	Certification of Chief Executive Officer pursuant to Rule 13a – 14 (a) of the Securities Exchange Act of 1934 (filed herewith electronically).

31.2	Certification of Principal Financial and Accounting Officer pursuant to Rule 13a – 14 (a) of the Securities Exchange Act of 1934 (filed herewith electronically).

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically).

32.2	Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 (filed herewith electronically)

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Quarterly Report on Form ~~10-QSB~~10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


		MERA PHARMACEUTICALS, INC.


Dated: June ~~11, 2009~~ 14, 2010	By:	~~By:~~	/s/ G~~REGORY~~ ~~F. KOWAL~~
			Gregory F. Kowal
		Gregory F. Kowal
		Chief Executive Officer


	April 30, 2009			October 31, 2008
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	82,300		$	19,288
Marketable equitable securities		14,408			34,400
Accounts receivable		3,515			11,007
Tax credit receivable		45,427			––
Prepaid expenses and other current assets		7,621			48,580

Total current assets		153,271			113,275

Plant and equipment, net		267,618			281,439

Total Assets	$	420,889		$	394,714

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	316,401		$	283,590
Notes payable - related parties		51,936			51,936
Other current liabilities		––			5,412

Total Current Liabilities		368,337			340,938

Contingencies

Stockholders' equity:
Convertible preferred stock, $.0001 par value, 10,000 shares authorized, 80 Series A shares issued and outstanding and 974 Series B shares issued and outstanding		2			2
Common stock, $.0001 par value: 750,000,000 shares authorized, 547,769,915 shares issued and outstanding		54,777			54,777
Additional paid-in capital		7,920,003			7,920,003
Treasury stock at cost		(2,025	)		(2,025	)
Accumulated deficit		(7,920,205	)		(7,918,981	)
Total stockholders' equity		52,552			53,776

Total Liabilities and Stockholders' Equity	$	420,889		$	394,714